Terms of Service

Services Offered

Welcome to the payformix.com website, operated by Payformix LLC (the “Site”). These Terms of Service (“Agreement”) governs your access to and use of the Site and the services provided through the Site (collectively, the “Services”). The Services offer customers the ability to create, publish and manage online forms (“Forms”).

Acceptance of Terms

By using or accessing the Services, you agree to be bound by this Agreement. The Payformix LLC Privacy Policy is hereby incorporated by reference into this Agreement. Do not use the Services if you do not agree to this Agreement in its entirety. References in this Agreement to “Payformix”, “we”, “us” or “our” mean Payformix LLC. The term “User” refers to both visitors to the Site and Members (as defined below).

This Agreement is effective as of the date you submit your registration on payformix.com (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not accept this Agreement. You represent and warrant that, if an individual, you are at least 18 years old and otherwise legally competent in all respects to be bound by this Agreement.

This Agreement may be amended by Payformix from time to time. If we make material changes to the Agreement, we will notify you through the Site or at your primary email address, as specified in your member account information. You agree that such amended Agreement will be effective thirty (30) days after being posted or sent to you, and your continued access to, or use of, the Services after that time shall constitute your acceptance of the amended Agreement.

License

Subject to the terms and conditions of this Agreement, Payformix grants you a license to access and use the Services and the software and systems enabling the server side of the Services, only to the extent necessary to use the Services as described by Payformix on the Site.

Your Account

Some of the features of the Services require you to create an account on the Site (“Account”) and thereby become a member of the Site (“Member”).

Eligibility

By creating or using an Account, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are eighteen (18) years of age or older upon registration; and (d) your use of the Account and Services does not violate any applicable law or regulation, or any other obligation (including contractual obligation) you might have towards third parties. We may delete any Account you have created on the Site (including any Forms you may have created in connection with such Account) without warning if we believe that you have breached any representation and warranty you make hereunder.

Password

When you signup to become a Member, you will also be asked to choose a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree to ensure that you exit from your Account at the end of each session. You agree not to use the Account or password of another Member at any time. You agree to change your password immediately if you suspect any unauthorized use of your Account or access to your password and you are solely responsible for any and all use of your Account. Payformix will not be liable for any loss or damage arising from your failure to comply with this provision or from any loss or damage arising from the actions of any third party.

Intellectual Property

You acknowledge that Payformix or its licensors or third parties have exclusive proprietary rights in the text, logos, trademarks, trade names, service marks, images, graphics, photographs, video recordings, music, sounds, media, or software (collectively, “Content”) received by you through the Services. The Content is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights laws of the United States. Except as expressly provided in this Section, the provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any Payformix or third-party Content. Subject to the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, fully-paid and royalty-free license under the intellectual property rights licensable by us to reproduce, create derivative works of, distribute, publicly perform and display, and otherwise use the Content made available through the Services for your personal use only, so long as you retain all of the copyright and other proprietary notices. The Site, as a whole, is also protected as a collective work or compilation under U.S. copyright and other laws and treaties.

Links

The Services may provide, or third parties may provide, links to other Internet sites or resources. Because Payformix has no control over such sites and resources, you acknowledge and agree that Payformix is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Payformix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

User Content

We claim no ownership rights in any Content that you or your customers post to the Services for use with your Forms (“User Content”), except that we need to be able to legally provide our Users with the Services. Therefore, by form any such User Content on the Services, you hereby grant us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid, and royalty-free license (with the right to sublicense through unlimited levels of sublicensees) to use, modify, publicly perform, publicly display, reproduce, create derivative works of, distribute, and otherwise use such User Content in any and all media (now known or later developed) throughout the world and to grant our Users the license to such User Content as set forth above.

You represent and warrant that: (i) you own any User Content posted by you on the Services or otherwise have the right to grant the applicable license set forth herein, and (ii) form and publishing any such User Content on or in connection with the Services or any offering thereunder does not violate the rights, including intellectual property, publicity, privacy or contract rights, of any third-party.

You understand that you are solely responsible for all User Content posted on, transmitted through, or linked from the Services, including any User Content created or provided by your customers. You acknowledge that we do not pre-screen, sensor or approve User Content, but that Payformix shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any User Content that is available via the Service for violating the letter or spirit of this Agreement or for any other reason.

Acceptable Use and Conduct

You are solely responsible for any and all User Content that is posted through your Account on the Services and for your interactions with other Users.

Prohibited Content

You agree that you will not post any Prohibited Content or use any Prohibited Content in connection with the Services. “Prohibited Content” is Content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or is pornographic or sexually explicit in nature; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (iv) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated images, music, videos, or movies, or links to such pirated images, music, videos, or movies; (v) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner; (vi) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (vii) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or (viii) otherwise violates this Agreement or creates liability for us or our Users. Prohibited Content is also Content that links to the Prohibited Content listed above.

Restrictions on Use of Services

Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sublicense, assign, transfer or commercially exploit any of the Services or any other Content that you receive, directly or indirectly, through the Services to anyone without prior written approval from Payformix. You may not use or permit anyone to use the Services for any unlawful or unauthorized purpose.

No Disruption

You will not: (i) interfere with, disrupt, modify, or create an undue burden on the Services, any data of the Services, or the networks or services connected to the Site or (ii) introduce software or automated agents to the Services, or access the Services so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Site.

Agents

An “Agent” is a third-party agent, service, or intermediary that offers to use the Services on behalf of others. To moderate demands on Services provided by Payformix, you may not use an Agent to use the Services without express permission or license from Payformix. Correspondingly, you are not permitted to use the Services on behalf of others, except with express permission or license from Payformix.

Enforcement by Payformix

Any use of the Services in violation of this Agreement may result in, among other consequences, termination or suspension of your rights to use the Services. We may disclose information about your use of the Services in accordance with our Privacy Policy. We reserve the right (but have no obligation) to (a) investigate, terminate your membership and Account, report you to law enforcement authorities, or take appropriate legal action in our sole discretion against you if we believe that you violate this Agreement and (b) review any User Content and delete (or modify) any User Content that in our sole discretion violates this Agreement or which is Prohibited Content, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for us or any User. You are solely responsible for creating backup copies of and replacing any User Content you post on the Services at your sole cost and expense.

Modifications to Service

Payformix reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Payformix shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Services and/or are a Member. You agree that Payformix, at its sole discretion, may terminate your password, Account (or any part thereof) or use of the Services, and remove and discard any Form within the Services, for any reason, including, without limitation, for lack of use or if Payformix believes that you have violated or acted inconsistently with this Agreement. Payformix may also at its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of the Agreement may be effected without prior notice, and acknowledge and agree that Payformix may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Services.

You may terminate this Agreement at any time and for any reason upon not less than 45 days written notice to Payformix. Upon termination of this Agreement by either party, your right to access and use the Services will terminate immediately. You agree that Payformix will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to our termination of this Agreement.

User Disputes and Release

You are solely responsible for your interactions with other Users, including any disputes related to Forms. To the extent permitted under applicable laws, you hereby release Payformix from any and all claims or liability related to: (a) any Form; (b) the conduct, whether online or offline, of any User; and (c) termination or denial of access to or use of the Services.

You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Notices

Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in the Service Plan, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.

Assignment

This Agreement and the rights and obligations hereunder may be assigned upon 10 days prior written notice to the non-assigning party. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

Independent Contractors

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

Prohibited Persons (Countries, Entities and Individuals)

Sanctioned Countries

The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that, with respect to all or certain commercial activities that would otherwise occur between i) the United States, its citizens or residents on the one hand and ii) the governments, citizens, or residents of certain other countries (“Sanctioned Countries”) on the other hand, said commercial activities are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded. Sanctioned Countries shall be deemed automatically to be added to or otherwise modified from time to time consistent with the determination(s) of the government of the United States, and shall include all other countries with respect to which commercial activities are prohibited, embargoed, sanctioned, banned and/or otherwise excluded by determination(s) of the government of the United States from time to time.

Each Sanctioned Country, all governmental, commercial, or other entities located therein, and all individuals located in any Sanctioned Country are hereby prohibited from registering or signing up with, subscribing to, or any use of the Services.

Each individual which is a National or Citizen of a Sanctioned Country is hereby prohibited from registering or signing up with, subscribing to, or any use of the Services, regardless of where said individual is located.

Country-Code Top Level Domain Names for any Sanctioned Countries are hereby prohibited from use in connection with any service of Payformix.

Prohibited Organizations and Entities

The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that certain organizations and/or entities (collectively “Prohibited Organizations/Entities” and individually “Prohibited Organization/Entity”) are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded from all or certain commercial transactions with the United States, its citizens and residents. The Prohibited Organizations/Entities are those as set forth in the applicable records of the government of the United States, including without limit those set forth by OFAC Sanctions Lists, as said determinations and resulting records may be amended, updated, or otherwise modified from time to time.

Each Prohibited Organization/Entity is hereby prohibited from registering or signing up with, subscribing to, or any use of the Services.

Prohibited Individuals

The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that certain individuals (collectively “Prohibited Individuals” and individually “Prohibited Individual”), including without limit, certain Specially Designated Nationals are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded from all or certain commercial transactions with the United States, its citizens and residents. The Prohibited Individuals are those as set forth in the applicable records of the government of the United States, including without limit those set forth by OFAC Sanctions Lists, as said determinations and resulting records may be amended, updated, or otherwise modified from time to time.

Each Prohibited Individual is hereby prohibited from registering or signing up with, subscribing to, or any use of the Services.

IF YOU, FOR YOURSELF OR ON BEHALF OF ONE OR MORE PERSONS YOU ARE REPRESENTING WITH RESPECT TO PAYFORMIX SERVICES, DO NOT AGREE TO ANY OF THE FOREGOING TERMS, YOU MUST, FOR YOURSELF AND ON BEHALF ANY SUCH PERSON(S), DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A MEMBER, CANCEL YOUR PAYFORMIX ACCOUNT. BEGINNING NOW, ANY CONTINUATION BY YOU IN USING THE SERVICES CONSTITUTES FOR YOU AND THOSE REPRESENTED BY YOU AN EXPRESS AFFIRMATION AND COMMITMENT TO BE (OR TO CONTINUE TO BE, AS APPLICABLE) LEGALLY BOUND BY AND TO COMPLY WITH ALL OF THESE TERMS.

General Provisions

This Agreement constitutes the entire agreement between you and Payformix and governs your use of the Services, superseding any prior agreements between you and Payformix. You also may be subject to additional terms of service that may apply when you use affiliate services, third-party content or third-party software. The Terms of Service and the relationship between you and Payformix shall be governed by the laws of the State of Colorado that apply as if this contract was made and performed entirely within such state. The failure of Payformix to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Any notice or other communication provided for hereunder shall be deemed to have been duly given when delivered, but only if the sender obtains reasonable proof of such delivery. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one year after such claim or cause of action arose or be forever barred.

DMCA Policy

We take intellectual property rights seriously, and work hard to protect not only our own intellectual property rights, but also the intellectual property and similar rights of others. We may terminate the privileges of any User who uses the Services unlawfully to transmit copyrighted material without a license, express consent, valid defense or fair use exemption to do so. If you believe that your copyright-protected work has been copied and posted on the Services constituting copyright infringement, you may provide our Internet Administrator with: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. Here is the contact information:

DMCA/Copyrights Payformix LLCP.O. Box 667 Broomfield, CO 80038-0667

DISCLAIMER OF WARRANTIES

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, THE SERVICE IS PROVIDED “AS-IS” AND AS AVAILABLE AND PAYFORMIX EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. PAYFORMIX DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SERVICE. PAYFORMIX MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

DISCLAIMER OF LIABILITIES

To the extent permitted under applicable laws, Payformix shall not be liable to you, or any third party, for any indirect, consequential, exemplary, incidental, special or punitive damages including lost profits or lost data, arising from your use of, or inability to use, the Services, even if Payformix has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Payformix’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid by you to Payformix during the preceding twelve (12) months preceding the date of the claim giving rise to the liability. The existence of one or more claims will not serve to enlarge this limit. You acknowledge and agree that the limitations of Payformix’s liability are (a) reasonable in light of your ability to use the service at the fees charged by Payformix (if any), and (b) essential and fundamental parts of this agreement which are necessary to induce Payformix to enter into this agreement.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THE SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “DISCLAIMER OF LIABILITIES” MAY NOT APPLY TO YOU.

Indemnification

You agree, at your own expense, to indemnify, defend and hold harmless Payformix, its subsidiaries, affiliates, officers, agents, and other partners and their employees, against any claim, suit, action, or other proceeding brought against any Providing Party by a third party to the extent that such claim, suit, action, or other proceeding is based on or arises in connection with (a) your use of the Services or (b) arising from your breach of this Agreement. You agree to pay any and all costs, damages, and expenses, including without limitation, reasonable attorney's fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to such claim.

Governing Law and Jurisdiction

You agree that the laws of the State of Colorado without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between you and Payformix. Any legal proceedings that may arise out of, relate to, or be in any way connected with these Terms of Service shall be brought in the state and federal courts located in Broomfield County, Colorado and the parties agree to submit to the exclusive jurisdiction and venue of the same.

Disclosures

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.